and ...EXHIBIT 34.2 Initial Leveraged Recapitalization Proposal (Approved February 18, 1988)EXHIBIT 34.3 Summary of the Kelso LBOEXHIBIT 34.4 Comparison of MBO and RecapEXHIBIT 34.5 Average Wealth Gains to Shareholders over Various Periods around ...EXHIBIT 34.6 American Standard Recap Proposal Compared to 42 Leveraged Recap P...31 Chapter 35EXHIBIT 35.1 Contents of a Hypothetical Pitch BookEXHIBIT 35.2 Strategies for Communicating with Employees during MergersEXHIBIT 35.3 Summary Comparison of Types of Deal Communications
32 Chapter 36EXHIBIT 36.2 Performance of Acquirers versus Industry-Sector Peers, Judged on ...
33 Chapter 37EXHIBIT 37.1 Example of Analytical Grid Used for Identifying Targets for Business Development at ...
34 Chapter 38EXHIBIT 38.2 “Best Bet” Readings Relevant to Best Practice in M&A
List of Illustrations
1 Chapter 1EXHIBIT 1.1 A Model of the Drivers of OutcomesEXHIBIT 1.2 Drivers of Success in M&A
2 Chapter 4EXHIBIT 4.1 Number of U.S. M&A Transactions per Year on Natural Scale and Loga...EXHIBIT 4.2 Dollar Volume of U.S. M&A Transactions per Year on Natural Scale a...EXHIBIT 4.3 Dollar Volume of U.S. M&A Activity per Year as a Percentage of U.S...
3 Chapter 5EXHIBIT 5.10 The Curve of Country DevelopmentEXHIBIT 5.11 Porter’s “Diamond” of National Competitive AdvantageEXHIBIT 5.12 Country Analysis Based on Four Perspectives
4 Chapter 6EXHIBIT 6.5 Illustration of Growth-Share MatrixEXHIBIT 6.6 Illustration of Learning CurveEXHIBIT 6.7 Illustration of Strategic MapEXHIBIT 6.8 Illustration of Strategic CanvasEXHIBIT 6.10 Range of Transactions in a Decision FrameworkEXHIBIT 6.11 Life Cycle of the FirmEXHIBIT 6.12 Formation of Joint Ventures and Alliances by Year and as a Percen...EXHIBIT 6.14 Comparison of Divestiture, Spin-off, Carve-out, Split-off, and Tr...EXHIBIT 6.20 Decision Tree for Selecting among Inorganic Growth OpportunitiesEXHIBIT 6.21 Decision Tree for Redeployment and Restructuring
5 Chapter 7EXHIBIT 7.1 The Linkage between Deals and ContactsEXHIBIT 7.3 Locating the Sweet Spot
6 Chapter 8EXHIBIT 8.1 Fundamental Trade-off in Due Diligence ApproachEXHIBIT 8.2 Due Diligence over the Life Cycle of a Deal
7 Chapter 9EXHIBIT 9.9 Graph of Value Ranges Suggested by a Variety of Valuation Approach...EXHIBIT 9.10 Summary Flowchart of the Valuation ProcessEXHIBIT 9.18 Triangulation Graph, Chrysler Corporation Shares
8 Chapter 10EXHIBIT 10.6 Time and Intrinsic Value in an OptionEXHIBIT 10.7 Comparison of the Expected Value of Payoffs under Scenarios of Lo...
9 Chapter 11EXHIBIT 11.1 How WACC Curves May ShiftEXHIBIT 11.2 Tailor the Discount Rate for Synergies to Their Risk
10 Chapter 12EXHIBIT 12.2 Exchange Rate Movements (7/31/97 Spot Rate as Baseline = 100)EXHIBIT 12.5 Comparison of Alternative Approaches (A and B) for Estimating a U...
11 Chapter 13EXHIBIT 13.2 Finding the Optimal Mix of Debt and Equity: The Optimal Capital S...EXHIBIT 13.15 Probability Histograms Cash Flow Coverage Ratio for Years 1987–1...
12 Chapter 14EXHIBIT 14.9 Real Options Values for Agouron Pharmaceuticals (Values in Dollar...EXHIBIT 14.12 Share Price History of EM.TV Compared to DAX Index, Indexed to S...
13 Chapter 15EXHIBIT 15.1 M&A Activity Involving Acquisition of Minority Interests ...EXHIBIT 15.2 Deviations in Liquidity and Control from Base Case Require a Prem...EXHIBIT 15.8 Simple Illustration of the Control Economics of a Pyramid Holding...
14 Chapter 16EXHIBIT 16.8 Hypothetical Managed EPS TrajectoryEXHIBIT 16.9 A Spectrum of Earnings Management Choices and Fraud From Patricia...
15 Chapter 17EXHIBIT 17.1 Tyco International Ltd. M&A Activity 1985-2002EXHIBIT 17.2 Feedback Effect in Momentum Acquiring
16 Chapter 18EXHIBIT 18.1 General Framework of Deal DesignEXHIBIT 18.2 Some Linkages That Make M&A Deals a SystemEXHIBIT 18.3 Spectrum of Attractive DealsEXHIBIT 18.4 Walk-Away Frontiers and Zone of Potential Agreement (ZOPA)EXHIBIT 18.5 The Meandering Path toward AgreementEXHIBIT 18.6 Feedback Loop of Deal Design
17 Chapter 19EXHIBIT 19.2 Decision Tree of Choice of Form of TransactionEXHIBIT 19.3 Purchase of Assets with CashEXHIBIT 19.4 Purchase of Stock with CashEXHIBIT 19.5 Reverse Triangular Cash Merger (Buyer Purchases Target Stock with...EXHIBIT 19.6 Forward Triangular Cash Merger (Viewed by the IRS as Equivalent t...EXHIBIT 19.7 Statutory MergerEXHIBIT 19.8 Statutory ConsolidationEXHIBIT 19.9 Forward Triangular Merger (“A” Type Reorganization)EXHIBIT 19.10 Reverse Triangular Merger (“A” Type Reorganization)EXHIBIT 19.11 Voting Stock-for-Stock Acquisition (“B” Type Reorganization)EXHIBIT 19.12 Voting Stock-for-Stock Acquisition (“C” Type Reorganization)
18 Chapter 20EXHIBIT 20.3 Illustration of Linkage between Form of Payment and Financing: De...EXHIBIT 20.4 Classification of Deal Structures in Terms of Price, Form of Paym...
19 Chapter 21EXHIBIT 21.4 Estimated Deal Boundaries Based on Price/Earnings Rat...EXHIBIT 21.5 Estimated Deal Boundaries Based on Discounted Cash Fl...EXHIBIT 21.6 Estimated Deal Boundaries Based on Price/Earnings Rat...EXHIBIT 21.7 Estimated Deal Boundaries Based on Discounted Cash Fl...EXHIBIT 21.9 Effect of Synergies on Deal Boundaries: The P/E ApproachEXHIBIT 21.10 Effect of Synergies on Deal Boundaries: The DCF Approach
20 Chapter 23EXHIBIT 23.3 Classic Profiles of Payoffs with and without Collars: Payment Rec...EXHIBIT 23.4 Illustration of Value Paid to Seller as a Function of Buyer’s Sto...EXHIBIT 23.6 Graphs of the Value and Number of Shares Paid to Target Sharehold...EXHIBIT 23.8 Graphs of the Impact of Collar on Value Paid and Shares Issued to...EXHIBIT 23.14 Probability Distribution of NPV under a Lump-Sum In...EXHIBIT 23.15 Probability Distribution of NPV under a Stage Inves...
21 Chapter 25EXHIBIT 25.1 Time Line of a Deal (Time on Horizontal Axis, Not According to Sc...
22 Chapter 31EXHIBIT 31.2 Deal Spectrum: History of Bidding in the Case of RJR Nabisco
23 Chapter 33EXHIBIT 33.2 Gains or Losses in Wealth to Target Firm Shareholders According t...Exhibit 33.3 Placement of Takeover Defenses across a Deal Episode
24 Chapter 36EXHIBIT 36.1 Role of Postmerger Integration in Achieving M&A GoalsEXHIBIT 36.3 The Space for Integration Strategy: Autonomy, Interdependence, and ...EXHIBIT 36.4 Comparative Integration Strategies on the Dimensions of Autonomy, ...EXHIBIT 36.5 Postmerger Integration Time Line: Merger of Union Bank of Switzerl...
25 Chapter 38EXHIBIT 38.1 Best Practices Help Drive M&A Success
Guide
Pages
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2 iii
